<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
SHOPSMITH, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
SHOPSMITH, INC.
6530 Poe Avenue
Dayton, Ohio 45414
-------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 1999
The Annual Meeting of Shareholders of Shopsmith, Inc. will be held at
the offices of the Company, 6530 Poe Avenue, Dayton, Ohio at 9:30 a.m. on
Wednesday, July 28, 1999 for the following purposes:
1. To elect two directors to serve for a term of two years.
2. To approve the appointment of independent public accountants
for the Company.
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on June 8, 1999
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting and at any adjournment thereof.
WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
By Order of the Board of Directors
J. Michael Herr
Secretary
Dayton, Ohio
June 24, 1999
<PAGE> 3
SHOPSMITH, INC.
----------------------------------------------------------
PROXY STATEMENT
--------------------------------------------
June 24, 1999
Mailing Date
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Shopsmith, Inc., an Ohio corporation
(the "Company"), of proxies to be used at the Annual Meeting of Shareholders to
be held at the principal executive offices of the Company, 6530 Poe Avenue,
Dayton, Ohio at 9:30 a.m. on Wednesday, July 28, 1999.
The close of business on June 8, 1999 has been fixed as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting. The Company has one class of shares outstanding, namely
Common Shares, of which 2,605,233 were outstanding at the close of business on
the record date. Each share entitles the holder thereof to one vote.
All shares represented by properly executed proxies will be
voted in accordance with the shareholder's directions specified on the proxy.
Unless otherwise directed by the giver of the proxy, all proxies will be voted
for the election of Messrs. Robert L. Folkerth and Brady L. Skinner as directors
of the Company; in favor of the approval of the appointment of Crowe, Chizek and
Company as independent public accountants for the Company; and, at the
discretion of the persons acting under the proxy, in the transaction of such
other business as may properly come before the meeting and any adjournment
thereof. A shareholder signing and returning a proxy has the power to revoke it
at any time prior to its exercise by giving notice of revocation to the Company
in writing or in open meeting, but without affecting any vote previously taken.
Abstentions and broker non-votes will be included in the
determination of the number of shares represented at the meeting, but will not
count as votes in the election of directors. Abstentions and broker non-votes
will have the effect of votes against the proposal to approve the Company's
independent public accountants.
<PAGE> 4
ELECTION OF DIRECTORS
At its meeting in June 1999, the directors of the Company took
action to reduce the size of the Board from seven members to six. This action
was taken as a result of the resignation of Richard L. Snell. His resignation
was effective in January 1999.
The Board is now divided into two classes of three directors.
The term of office of each class is two years, and one class is elected at each
Annual Meeting. Of the six Board positions, three make up the Class of 1999
(whose term of office expires at this Annual Meeting) and three make up the
Class of 2000. One of the members of the Class of 1999, John L. Schaefer, has
elected not to stand for re-election. Therefore, at the 1999 Annual Meeting of
Shareholders, two directors will be elected to the Class of 2001 and will hold
office until the 2001 Annual Meeting of Shareholders. The Board is currently in
the process of selecting a director to fill the vacancy resulting from Mr.
Schaefer's decision not to stand for re-election. The Board anticipates that the
vacancy will be filled following the Annual Meeting of Shareholders.
Should either of the nominees for election as members of the
Class of 2001 become unavailable for election, the proxies solicited hereby will
be voted for a substitute nominee designated by the Board of Directors. Proxies
cannot be voted for a greater number of persons than the nominees named in this
proxy statement.
Set forth below is information with respect to each nominee for
election as a director and each director whose term of office continues after
the 1999 Annual Meeting.
Class of 2001
- -------------
Nominees to be Elected for a Term
Expiring in 2001:
ROBERT L. FOLKERTH, 42, has been a director of the Company since
November 1994 and its Vice President of Sales and Marketing
since 1996. Mr. Folkerth was a Corporate Vice President,
Finance, and Secretary of Digitron, Inc. from 1991 until 1996.
Robert L. Folkerth is the son of John R. Folkerth.
BRADY L. SKINNER, 48, has been a director of the Company since
1995. Since January 1997, Mr. Skinner has been associated with
the Dayton, Ohio-based accounting firm of Brady, Ware &
Schoenfeld, Inc. Mr. Skinner was self-employed as an accountant
from June 1996 through December 1996. From 1994 to June 1996,
Mr. Skinner was an Audit Partner with the Dayton, Ohio-based
accounting firm of Flagel, Huber, Flagel &
-2-
<PAGE> 5
Co. He was an Audit Partner in the accounting firm of Coopers
and Lybrand L.L.P. from 1983 to 1994. He is also President of
Ken Anderson Beverage Co.
Class of 2000
- -------------
Directors Continuing in Office until 2000:
JOHN R. FOLKERTH, 66, is the founder and the President of the
Company and has been a director and the Chief Executive Officer
of the Company since 1972. Mr. Folkerth has also been Chairman
of the Board since 1986.
J. MICHAEL HERR, 55, has been a director of the Company since
1975 and Secretary since 1985. Mr. Herr has been a member of the
law firm of Thompson Hine & Flory LLP, Dayton, Ohio since 1989.
Thompson Hine & Flory LLP serves as counsel to the Company.
EDWARD A. NICHOLSON, 59, has been a director of the Company
since 1984. Dr. Nicholson has been the President of Robert
Morris College in Coraopolis, Pennsylvania since 1989. Dr.
Nicholson is also an independent management consultant.
Directors are elected by a plurality of the votes cast. Under
the statutes of Ohio, if any shareholder gives notice in writing to the
President, a Vice President or the Secretary of the Company, not less than 48
hours before the time fixed for holding the Annual Meeting, that such
shareholder desires the voting at the election of directors to be cumulative, an
announcement of the giving of such notice will be made upon the convening of the
meeting and thereupon each shareholder will have the right to cumulate his/her
voting power in the election of directors. Under cumulative voting, each
shareholder is entitled to give one candidate as many votes as the number of
directors to be elected multiplied by the number of his/her shares, or to
distribute his/her votes on the same principle among two or more candidates, as
he/she sees fit. In the event that directors are elected by cumulative voting
and cumulated votes represented by proxies solicited hereby are insufficient to
elect all the nominees named herein, the holders of the proxies will vote such
proxies cumulatively for the election of as many of such nominees as possible
and in such order as the holders of the proxies may determine.
-3-
<PAGE> 6
Information Concerning the Board of Directors
- ---------------------------------------------
There are two committees of the Board, an Audit Committee and a
Compensation Committee. Messrs. Nicholson, Schaefer and Skinner serve as members
of the Audit Committee, and Messrs. Herr, Nicholson and Schaefer serve as
members of the Compensation Committee. Mr. Skinner is Chairman of the Audit
Committee, and Mr. Schaefer is Chairman of the Compensation Committee.
The Audit Committee recommends annually to the Board the
engagement of independent public accountants and reviews the scope of and the
results of the annual audit. The Committee also reviews and investigates such
other matters relative to financial and accounting matters as the Committee
deems appropriate.
The Compensation Committee has the broad responsibility of
recommending to the Board a compensation program designed to effectively
compensate the officers and key management personnel of the Company in a manner
that is internally equitable and externally competitive. The Committee also
administers the Company's employee stock option plans and consults with the
Chief Executive Officer concerning management succession planning.
During the fiscal year ended April 3, 1999, there were four
meetings of the Board of Directors, three meetings of the Audit Committee, and
three meetings of the Compensation Committee. Each director attended at least
75% of the meetings of the Board and of the committees, if any, on which he
served. Non-employee directors receive a fee of $700 per month for services as a
director.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
Set forth in the table below is information as of June 1, 1999
with respect to the number of Common Shares of the Company beneficially owned by
each director and executive officer of the Company and by all directors and
executive officers as a group.
For purposes of this table, an individual is considered to
"beneficially own" any Common Shares (i) over which he exercises sole or shared
voting or investment power, or (ii) of which he has the right to acquire
beneficial ownership at any time within 60 days after June 1, 1999. Unless
otherwise indicated, voting power and investment power is exercised solely by
the named individual or individuals in the group or is shared by such individual
and his spouse or children.
-4-
<PAGE> 7
<TABLE>
<CAPTION>
Number of Shares Total as a
Individual or Beneficially Owned Percentage of the
Group as of June 1, 1999 Class (a)
--------------- ---------------------- -------------------
<S> <C> <C>
William C. Becker (b) 65,084(c)(d)(e) 2.5%
John R. Folkerth (b) 602,090(d)(e) 22.6%
Robert L. Folkerth (b) 187,110(d)(e) 7.0%
J. Michael Herr 1,200 (f)
Edward A. Nicholson 100 (f)
John L. Schaefer 25,257(g) 1.0%
Brady L. Skinner 5,000 (f)
Directors and
Executive Officers
as a Group
(7 persons) 885,841(c)(d)(e) 32.0%
- ------------------------
</TABLE>
(a) The percentages are calculated on the basis of the number
of Common Shares outstanding as of June 1, 1999 plus the number of Common Shares
subject to outstanding options exercisable within 60 days thereafter that are
held by the individual or group, as the case may be.
(b) The business address of John R. Folkerth, Robert L.
Folkerth and William C. Becker is 6530 Poe Avenue, Dayton, Ohio 45414.
(c) Includes 150 shares held jointly with a relative of Mr.
Becker.
(d) Includes 34,250, 60,000, 60,000 and 174,578 shares that
may be acquired at any time within 60 days after June 1, 1999 by William C.
Becker, John R. Folkerth, Robert L. Folkerth, and by all directors and executive
officers as a group, respectively, upon the exercise of options granted under
the Company's Stock Option Plans.
(e) The table includes 18,171, 2,513, 9,434 and 30,118 shares
held in the Company's Savings Plan for the benefit of John R. Folkerth, Robert
L. Folkerth, William C. Becker and all directors and executive officers as a
group, respectively. The Savings Plan's participants have the right to vote
shares held for their accounts, but
-5-
<PAGE> 8
disposition of the shares is restricted and may be made only in accordance with
the terms of the Plan. Information with respect to shares held in the Savings
Plan is as of April 3, 1999.
(f) Less than 1.0%.
(g) Includes 20,328 shares that may be acquired at any time
within 60 days after June 1, 1999 by Mr. Shaefer under the Company's 1988
Director Option Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Federal securities laws require the Company's directors and
officers and persons who own more than 10% of the outstanding Common Shares of
the Company to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and to furnish the Company with copies of all
such reports. Based solely upon the Company's review of the copies of these
reports received by it and written representations that no other reports were
required to be filed, the Company believes that, during the fiscal year ended
April 3, 1999, all filing requirements applicable to its directors, officers and
greater than 10% shareholders were met.
EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth certain summary information,
for the fiscal years indicated, concerning the compensation of John R. Folkerth,
Chairman, President and Chief Executive Officer, and Robert L. Folkerth, Vice
President of Sales and Marketing, and William C. Becker, Vice President of
Finance and Treasurer. The named individuals are the only executive officers of
the Company.
-6-
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Securities All Other
Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) Options (#) ($)(1)(2)(3)
- --------------------------- ---- --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
John R. Folkerth, Chairman, 1999 $150,000 -0- -0- $ 7,872
President and Chief Executive
Officer 1998 150,000 $125,000 28,000 8,834
1997 150,000 150,000 -0- 13,250
Robert L. Folkerth, Vice 1999 106,114 -0- -0- 1,107
President of Sales and
Marketing 1998 96,332 22,373 22,000 1,353
1997 80,686(4) 27,688 60,000 814
William C. Becker, Vice 1999 98,891 -0- -0- 2,512
President of Finance and
Treasurer 1998 95,212 22,066 22,000 2,653
1997 90,870 29,823 -0- 3,555
</TABLE>
- --------------------
(1) Includes, for 1999, 1998 and 1997, respectively, $2,372,
$3,334 and $2,250 representing the Company's 401(k) plan contributions made on
behalf of Mr. John R. Folkerth, and $5,500, $5,500 and $11,000 for 1999, 1998
and 1997, respectively, representing the whole life insurance premiums paid by
the Company for insurance benefitting Mr. J. Folkerth.
(2) Includes, for 1999, 1998 and 1997, respectively, $1,429,
$1,570 and $1,824 representing the Company's 401(k) plan contributions made on
behalf of Mr. Becker, and $1,083, $1,083 and $1,731 for 1999, 1998 and 1997,
respectively, representing the whole life insurance premiums paid by the Company
for insurance benefitting Mr. Becker.
(3) Includes $1,107, $1,353 and $814 representing the
Company's 401(k) plan contributions made on behalf of Mr. Robert L. Folkerth in
1999, 1998 and 1997, respectively.
(4) Mr. Robert L. Folkerth joined the Company shortly after
the beginning of the 1997 fiscal year. His initial salary was at the annual rate
of $88,140.
-7-
<PAGE> 10
Stock Options
- -------------
The following table sets forth information concerning
unexercised options held by the Company's executive officers as of April 3,
1999. No options were granted to or exercised by any of them during the fiscal
year ended April 3, 1999. As of April 3, 1999, the exercise price of all options
held by the executive officers exceeded the fair market value of the Company's
common shares.
FISCAL YEAR-END OPTION TABLE
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at April 3, 1999
------------------------------------
Name Exercisable Unexercisable
---- ----------- -------------
<S> <C> <C>
John R. Folkerth 60,000 9,334
Robert L. Folkerth 43,334 24,000
William C. Becker 34,250 7,334
</TABLE>
REPORT OF COMPENSATION COMMITTEE
CONCERNING EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is
comprised of John L. Schaefer, Chairman, J. Michael Herr and Edward A.
Nicholson. The duties of the Compensation Committee include fixing (or making
recommendations to the full Board with respect to) the salaries of executive
officers, administering the Company's option plans, and making recommendations
to the full Board with respect to annual incentive compensation programs.
The approach of the Compensation Committee to executive
compensation during the last several years has been generally to keep base
salary levels relatively steady with selective adjustments, and to provide
performance-related incentives through cash incentive compensation plans and
stock options. The cash incentive compensation plans have been designed so that
incentive awards are tied directly to pre-tax earnings. Stock options are also
performance-related in that the value of the options is tied to increases in
shareholder value which is in turn reflective of performance. Furthermore, as
more fully discussed below, most of the stock options granted during the last
several years have conditioned exercisability upon achievement of certain
earnings thresholds.
-8-
<PAGE> 11
Salaries of executive officers are reviewed annually.
Effective as of April 1995, Mr. John R. Folkerth's salary was fixed at $150,000.
At its 1996, 1997 and 1998 reviews of executive officers salaries, the
Compensation Committee continued Mr. Folkerth's salary at the $150,000 level.
The salaries of the other executive officers were increased 3.9% at the 1996
review, 5% at the 1997 review, and 3.5% at the 1998 review. The salary of Robert
L. Folkerth was further adjusted in November 1997 in recognition of additional
responsibilities assumed by Mr.
Folkerth.
Although, except as noted below, there has been no specific
relationship between the salaries of executive officers and the Company's
performance, the Compensation Committee and the Board of Directors do consider
that performance in setting executive salaries. With specific reference to Mr.
John R. Folkerth's salary, the primary factor in fixing his salary has been his
historical salary level.
For each of the fiscal years ended April 5, 1997, April 4,
1998, and April 3, 1999, the Board adopted incentive compensation plans under
which cash bonuses could be earned by executive officers and other key
employees. The threshold for payment of bonuses for each year was pre-tax
earnings of $500,000. Under the terms of the plans, bonuses increase as earnings
increase although the relationship is not directly proportional. Because the
earnings threshold was not met for the fiscal year ended April 3, 1999, no
bonuses were paid under the plan for that year.
The Compensation Committee has exercised discretionary
authority over bonuses payable to Mr. John R. Folkerth for each of the last
several fiscal years. After the end of fiscal 1997, the Committee awarded to Mr.
Folkerth a bonus of $150,000 for that year. The percentage increase in Mr.
Folkerth's total cash compensation from fiscal 1996 to fiscal 1997 approximated
the year-to-year percentage increase in the Company's earnings before taxes and
extraordinary items. After the end of fiscal 1998, the Committee awarded to Mr.
Folkerth a bonus of $125,000 for that year. The percentage decrease in Mr.
Folkerth's total cash compensation from fiscal 1997 to fiscal 1998 approximated
the year-to-year percentage decrease in the Company's pre-tax earnings. The
Committee elected not to make any discretionary bonus award to Mr. Folkerth for
fiscal 1999.
The Compensation Committee has made use of stock options as an
element of executive compensation. The purchase price under stock options
granted by the Committee has been not less than the fair market value of a
Common Share of the Company on the date of grant.
In July 1997, the Compensation Committee awarded options
covering a total of 135,000 shares to seven management employees, including an
award of 28,000 shares to Mr. John R. Folkerth. The options are exercisable in
three equal annual installments in July 1998, 1999 and 2000. Exercisability of
each installment of the option is dependent upon the Company meeting certain
pre-tax earnings performance thresholds in the fiscal year last preceding the
date upon which the installment first becomes exercisable. The Company did not
meet the performance
-9-
<PAGE> 12
standards (for fiscal 1998 and 1999) applicable to exercise of the first and
second installments of the options.
No options were awarded to executive officers in fiscal 1999.
John L. Schaefer, Chairman
J. Michael Herr
Edward A. Nicholson
COMPANY STOCK PERFORMANCE GRAPH
The graph that follows compares the Company's cumulative total
return to shareholders for the five-year period ended April 3, 1999 with the
Total Return Index for The Nasdaq Stock Market (US Companies) and the Total
Return Index for Nasdaq Retail Trade Stocks for such five-year period. The graph
assumes that $100 was invested on April 2, 1994 in the Company's Common Shares
and in each of the two indexes and that dividends were reinvested.
SHOPSMITH, INC.
Company Stock Performance Graph
<TABLE>
<CAPTION>
4/2/94 4/1/95 3/30/96 4/5/97 4/4/98 4/3/99
<S> <C> <C> <C> <C> <C> <C>
Shopsmith Inc. 100.0 64.3 96.4 135.7 153.5 50.0
NASDAQ US 100.0 111.3 151.1 169.7 256.9 347.0
NASDAQ Retail 100.0 98.0 122.8 124.2 185.3 185.6
</TABLE>
-10-
<PAGE> 13
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
At the recommendation of the Audit Committee of the Board of
Directors, the full Board has appointed Crowe, Chizek and Company as independent
public accountants for the Company for the fiscal year ending April 1, 2000. The
persons acting under the accompanying proxy will vote the shares represented
thereby in favor of the approval of such appointment.
Representatives of Crowe, Chizek have been invited to the
Annual Meeting of Shareholders to respond to appropriate questions and to make a
statement if such representatives so desire.
OTHER MATTERS
The Board of Directors does not know of any other matters or
business that may be brought before the meeting. If any such other matter or
business should properly come before the meeting and any adjournment thereof, it
is intended that the persons acting under the accompanying proxy will vote the
shares represented thereby at their discretion.
The cost of preparing, assembling and mailing this Proxy
Statement and the accompanying Proxy is to be borne by the Company. The Company
may, upon request, reimburse banks, brokerage houses and other institutions for
their expenses in forwarding proxy materials to their principals. Proxies may be
solicited personally or by telephone by directors, officers and employees of the
Company, none of whom will receive additional compensation therefor.
SHAREHOLDERS' PROPOSALS
A proposal by a shareholder that is intended for inclusion in
the Company's Proxy Statement and form of Proxy for the 2000 Annual Meeting of
Shareholders must be received by the Company at 6530 Poe Avenue, Dayton, Ohio
45414, Attention: Secretary, on or before February 24, 2000 in order to be
eligible for inclusion. If any shareholder who intends to propose any other
matter (not included in the Proxy Statement) to be acted on at the 2000 Annual
Meeting of Shareholders does not inform the Company of such matter by May 10,
2000, the persons named as proxies for the 2000 Annual Meeting of Shareholders
will be permitted to exercise discretionary authority to vote on such matter
even if the matter is not discussed in the Proxy Statement for that meeting.
Dayton, Ohio
June 24, 1999
-11-
<PAGE> 14
[LOGO] Shopsmith, Inc.
PROXY FOR ANNUAL MEETING
OF SHAREHOLDERS - JULY 28, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY
The undersigned hereby appoints John R. Folkerth and Edward A.
Nicholson, and each or either of them, attorneys and proxies, with power of
substitution and with all the powers the undersigned would possess if personally
present, to vote all of the Common Shares of Shopsmith, Inc. that the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at 9:30 a.m. on Wednesday, July 28, 1999, at the offices of the Company, 6530
Poe Avenue, Dayton, Ohio, and at any adjournment thereof, as follows:
<TABLE>
<CAPTION>
<S> <C>
1. Election of directors.
[ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote
marked to the contrary below) for all nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME BELOW:
ROBERT L. FOLKERTH BRADY L. SKINNER
2. Approval of the appointment of Crowe, Chizek and Company as independent public accounts for the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The proxies are authorized to vote at their discretion upon such other business as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
</TABLE>
<PAGE> 15
SHOPSMITH, INC.
c/o Corporate Trust Services
Mail Drop 10AT66--4129
38 Fountain Square Plaza
Cincinnati, OH 45263
FOLD AND DETACH HERE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Date:________________________, 1999
___________________________________
___________________________________
Signature(s) of Shareholder(s)
Please sign as name(s) appear at left.
Executors, administrators, trustees, etc.
should indicate the capacity in which they
sign.
